[Part I. Financial Information](index=4&type=section&id=Part%20I.%20Financial%20Information) This section encompasses the company's financial statements, management's analysis, market risk disclosures, and internal control evaluations [Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) The financial statements reflect the company's status as a newly formed blank check company as of September 30, 2019, prior to its Initial Public Offering [Condensed Balance Sheet](index=4&type=section&id=Condensed%20Balance%20Sheet) The condensed balance sheet presents the company's minimal assets and liabilities as of September 30, 2019, reflecting its pre-IPO formation stage Condensed Balance Sheet as of September 30, 2019 (Unaudited) | Category | Amount ($) | | :--- | :--- | | **Total Current Assets** | **9,673** | | Deferred offering costs | 96,380 | | **Total Assets** | **106,053** | | **Total Current Liabilities** | **80,569** | | **Total Stockholders' Equity** | **25,484** | | **TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY** | **106,053** | [Condensed Statements of Operations](index=5&type=section&id=Condensed%20Statements%20of%20Operations) The condensed statements of operations report a net loss from inception due to organizational expenses, with no revenue generated Operating Results (Unaudited) | Period | Net Loss ($) | Basic and Diluted Net Loss per Share ($) | | :--- | :--- | :--- | | Three Months Ended Sep 30, 2019 | (87) | (0.00) | | Period from June 20, 2019 (Inception) to Sep 30, 2019 | (426) | (0.00) | - The company's net loss is entirely composed of formation and operating costs, as it had not commenced any revenue-generating operations[13](index=13&type=chunk)[23](index=23&type=chunk) [Condensed Statement of Changes in Stockholders' Equity](index=6&type=section&id=Condensed%20Statement%20Changes%20in%20Stockholders%27%20Equity) This statement details the changes in stockholders' equity, primarily reflecting initial stock issuance and accumulated deficit - Stockholders' equity as of September 30, 2019, was **$25,484**, resulting from the issuance of 3,570,000 shares of common stock for **$25,910** and an accumulated deficit of **$426** from net losses[15](index=15&type=chunk) [Condensed Statement of Cash Flows](index=7&type=section&id=Condensed%20Statement%20of%20Cash%20Flows) The condensed statement of cash flows summarizes cash movements from operating and financing activities, resulting in a net cash increase Cash Flow Summary for the period from June 20, 2019 (Inception) to Sep 30, 2019 (Unaudited) | Cash Flow Activity | Amount ($) | | :--- | :--- | | Net cash used in operating activities | (426) | | Net cash provided by financing activities | 10,089 | | **Net Change in Cash** | **9,663** | | **Cash – End of period** | **9,663** | [Notes to Unaudited Condensed Financial Statements](index=8&type=section&id=Notes%20to%20Unaudited%20Condensed%20Financial%20Statements) These notes provide critical context on the company's formation, purpose, and significant subsequent events, including its Initial Public Offering - The company was formed on June 20, 2019, as a blank check company with the purpose of effecting a business combination, intending to focus its search on the cannabis industry[21](index=21&type=chunk)[22](index=22&type=chunk) - As a subsequent event, the company consummated its Initial Public Offering (IPO) on November 7, 2019, raising gross proceeds of **$120 million**[24](index=24&type=chunk)[27](index=27&type=chunk] - A partial exercise of the underwriters' over-allotment option on November 13, 2019, raised an additional **$10 million**[27](index=27&type=chunk) - Following the IPO and over-allotment, a total of **$130,015,520** was placed in a trust account, and the company has until November 7, 2021 (24 months from IPO closing) to consummate a Business Combination[27](index=27&type=chunk)[34](index=34&type=chunk] - The Sponsor purchased 3,450,000 Founder Shares for **$25,000**[58](index=58&type=chunk)[61](index=61&type=chunk] - The company also issued a promissory note to the Sponsor for up to **$150,000** to cover initial expenses, of which **$75,569** was outstanding at quarter-end[58](index=58&type=chunk)[61](index=61&type=chunk] [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=21&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) The company is a pre-operational blank check company whose activities since its June 2019 inception have been limited to organizational matters, resulting in a net loss of $426 - The company is a blank check company formed on June 20, 2019, to effect a merger, asset acquisition, or similar business combination[85](index=85&type=chunk) - For the period from inception (June 20, 2019) to September 30, 2019, the company incurred a net loss of **$426**, consisting of formation and operating costs[88](index=88&type=chunk) Post-IPO Capitalization (as of November 2019) | Category | Amount ($) | | :--- | :--- | | Gross Proceeds from IPO & Over-allotment | 130,215,831 | | Gross Proceeds from Private Warrants | 3,950,311 | | Amount Placed in Trust Account | 130,015,520 | | Cash Held for Working Capital | 796,558 | | Total Transaction Costs | 3,412,939 | - The company may obtain working capital loans of up to **$1,500,000** from its Sponsor or affiliates, which may be converted into warrants at **$1.00** per warrant upon completion of a Business Combination[95](index=95&type=chunk) [Quantitative and Qualitative Disclosures Regarding Market Risk](index=24&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20Regarding%20Market%20Risk) The company states it was not subject to any material market or interest rate risk as of September 30, 2019 - As of September 30, 2019, the company was not subject to market or interest rate risk[101](index=101&type=chunk) [Controls and Procedures](index=24&type=section&id=Item%204.%20Controls%20and%20Procedures) Management evaluated the company's disclosure controls and procedures and concluded they were effective as of September 30, 2019 - Based on an evaluation as of September 30, 2019, the company's principal executive officer and principal financial officer concluded that disclosure controls and procedures were effective[103](index=103&type=chunk) - There were no changes in the company's internal control over financial reporting during the fiscal quarter that materially affected, or are reasonably likely to materially affect, internal controls[104](index=104&type=chunk) [Part II. Other Information](index=25&type=section&id=Part%20II.%20Other%20Information) This section details unregistered equity sales and lists all filed exhibits [Unregistered Sales of Equity Securities and Use of Proceeds](index=25&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds) This section outlines the company's equity activities, including the initial sale of 3.45 million Founder Shares for $25,000 and a private placement of 3.95 million warrants for $3.95 million - In August 2019, the Sponsor purchased founder shares for an aggregate price of **$25,000**, which after a stock dividend amounted to **3,450,000** shares, an unregistered sale under Section 4(a)(2) of the Securities Act[106](index=106&type=chunk) - Simultaneously with the IPO, the company sold **3,950,311** Private Warrants to the Sponsor and EarlyBirdCapital at **$1.00** per warrant, generating **$3,950,311** in an unregistered private placement[108](index=108&type=chunk) - From the gross proceeds of the IPO and private warrant sale, **$130,015,520** was placed in the Trust Account[109](index=109&type=chunk)[110](index=110&type=chunk] - The company paid **$3,412,939** in underwriting discounts and commissions[109](index=109&type=chunk)[110](index=110&type=chunk] [Exhibits](index=26&type=section&id=Item%206.%20Exhibits) This section provides a list of all exhibits filed with the Form 10-Q, including foundational corporate and transactional documents and officer certifications - The report includes several exhibits, such as the Underwriting Agreement, Business Combination and Marketing Agreement, Amended and Restated Certificate of Incorporation, Warrant Agreement, and officer certifications required by the Sarbanes-Oxley Act[114](index=114&type=chunk) [Part III. Signatures](index=27&type=section&id=Part%20III.%20Signatures) This section contains the required signatures for the financial report